<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
/ / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM______TO______
COMMISSION FILE NUMBER: 1-14445
----------
HAVERTY FURNITURE COMPANIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 58-0281900
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
780 JOHNSON FERRY ROAD, SUITE 800, ATLANTA, GEORGIA 30342
--------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 443-2900
--------------
-------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares outstanding of the registrant's two classes of $1
par value common stock as of July 17, 2000 were: Common Stock - 15,819,912,
Class A Common Stock - 4,755,514.
<PAGE>
H A V E R T Y F U R N I T U R E C O M P A N I E S, I N C.
I N D E X
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information:
Condensed Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999 1
Condensed Consolidated Statements of Income -
Quarter and six months ended June 30, 2000 and 1999 3
Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Quantitative and Qualitative Disclosure of Market Risk 13
Part II. Other Information 14
</TABLE>
<PAGE>
PART 1. FINANCIAL INFORMATION
--------------------------------------------------------------------------------
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
-------------- --------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,186 $ 1,762
Accounts receivable 165,444 186,090
Less allowance for doubtful accounts ( 6,750) ( 7,000)
-------------- --------------
158,694 179,090
Inventories, at LIFO 108,868 84,447
Other current assets 8,132 6,379
-------------- --------------
Total Current Assets 276,880 271,678
Property and equipment 230,487 222,999
Less accumulated depreciation and amortization ( 97,806) ( 96,002)
-------------- --------------
132,681 126,997
Other assets 5,065 5,973
-------------- --------------
$ 414,626 $ 404,648
============== ==============
</TABLE>
1
<PAGE>
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
-------------- --------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable to banks $ 6,600 $ 8,800
Accounts payable and accrued expenses 69,092 77,543
Current portion of long-term debt and
capital lease obligations 11,257 12,091
-------------- --------------
Total Current Liabilities 86,949 98,434
Long-term debt and capital lease obligations,
less current portion 160,168 134,687
Other liabilities 2,842 2,734
Stockholders' Equity
Capital stock, par value $1 per share - -
Preferred Stock, Authorized: 1,000 shares;
Issued: None
Common Stock, Authorized:
50,000 shares; Issued: 2000- - 21,759 shares;
1999 - - 21,639 shares (including shares in treasury:
2000 and 1999 - - 5,939 and 4,810, respectively) 21,759 21,639
Convertible Class A Common Stock, Authorized:
15,000 shares; Issued: 2000 - - 5,278 shares;
1999 - - 5,303 shares (including shares in
treasury: 2000 and 1999 - - 522) 5,278 5,303
Additional paid-in capital 32,546 32,004
Retained earnings 163,311 156,428
-------------- --------------
222,894 215,374
Less cost of Common Stock and
Convertible Class A Common Stock in treasury ( 58,227) ( 46,581)
-------------- --------------
164,667 168,793
-------------- --------------
$ 414,626 $ 404,648
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30 June 30
------------------------------- -----------------------------
2000 1999 2000 1999
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Net sales $ 164,413 $ 142,239 $ 328,154 $ 292,020
Cost of goods sold 86,943 75,237 172,056 154,210
------------- ------------ ------------- ------------
Gross profit 77,470 67,002 156,098 137,810
Credit service charges 3,194 3,834 6,564 7,814
------------- ------------ ------------- ------------
Gross profit and other revenue 80,664 70,836 162,662 145,624
Expenses:
Selling, general and administrative 67,509 59,292 135,525 119,892
Interest 3,061 2,963 5,926 6,023
Provision for doubtful accounts 888 830 1,821 2,200
Other expense (income), net 99 ( 14) 33 ( 85)
------------- ------------ ------------- ------------
Total Expenses 71,557 63,071 143,305 128,030
------------- ------------ ------------- ------------
Income before income taxes and
cumulative effect of a change in
accounting principle 9,107 7,765 19,357 17,594
Income taxes 3,324 2,795 7,065 6,334
------------- ------------ ------------- ------------
Income before cumulative effect of a
change in accounting principle 5,783 4,970 12,292 11,260
Cumulative effect on prior years
(to December 31, 1999) of changing to
a different revenue recognition method -- -- 3,356 --
------------- ------------ ------------- ------------
Net income $ 5,783 $ 4,970 $ 8,936 $ 11,260
============= ============ ============= ============
</TABLE>
3
<PAGE>
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Continued)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30 June 30
------------------------------- -----------------------------
2000 1999 2000 1999
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Weighted average common shares 20,522 22,388 20,725 22,340
Weighted average diluted common shares 20,961 23,184 21,161 23,056
Earnings per common share:
Income before cumulative effect of a
change in accounting principle $ 0.28 $ 0.22 $ 0.59 $ 0.50
Cumulative effect on prior years
(to December 31, 1999) of changing to
a different revenue recognition method -- -- (0.16) --
------------- ------------ ------------- -----------
Net income $ 0.28 $ 0.22 $ 0.43 $ 0.50
============= ============ ============= ============
Diluted earnings per common share:
Income before cumulative effect of a
change in accounting principle $ 0.28 $ 0.21 $ 0.58 $ 0.49
Cumulative effect on prior years
(to December 31, 1999) of changing to
a different revenue recognition method -- -- (0.16) --
------------- ------------ ------------- -----------
Net income $ 0.28 $ 0.21 $ 0.42 $ 0.49
============= ============ ============= ===========
Cash dividends per common share:
Common Stock $ 0.0500 $ 0.0475 $ 0.100 $ 0.090
Class A Common Stock $ 0.0475 $ 0.0450 $ 0.095 $ 0.085
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30
---------------------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Operating Activities
Net income $ 8,936 $ 11,260
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of a change in accounting principle 3,356 --
Depreciation and amortization 7,909 7,270
Provision for doubtful accounts 1,821 2,200
Deferred income taxes 1,170 --
Gain on sale of property and equipment ( 1,736) ( 3)
-------------- --------------
Subtotal 21,456 20,727
Changes in operating assets and liabilities:
Accounts receivable 7,936 16,360
Inventories ( 13,848) 162
Other current assets ( 1,521) ( 1,072)
Accounts payable and accrued expenses ( 8,459) 3,301
Income taxes ( 3,859) ( 667)
-------------- --------------
Net cash provided by operating activities 1,705 38,811
-------------- --------------
Investing Activities
Purchases of property and equipment ( 16,397) ( 15,403)
Proceeds from sale of property and equipment 4,540 49
Other investing activities 83 359
-------------- --------------
Net cash used in investing activities ( 11,774) ( 14,995)
-------------- --------------
Financing Activities
Net increase (decrease) in borrowings under
revolving credit facilities 29,800 ( 17,500)
Payment of long-term debt and capital lease obligations ( 7,353) ( 4,484)
Purchase of treasury stock ( 11,646) ( 2,311)
Exercise of stock options 637 2,279
Dividends paid ( 2,053) ( 1,984)
Other financing activities 108 71
-------------- --------------
Net cash provided by (used in) financing activities 9,493 ( 23,929)
-------------- --------------
Decrease in cash and cash equivalents ( 576) ( 113)
Cash and cash equivalents at beginning of period 1,762 1,874
-------------- --------------
Cash and cash equivalents at end of period $ 1,186 $ 1,761
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and footnotes required by generally accepted accounting
principles for complete financial statements. The financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation. In
the opinion of management, all adjustments considered necessary for a fair
presentation have been included and all such adjustments are of a normal
recurring nature.
Earnings per share and all shares outstanding have been restated to record the
effect of the 2-for-1 stock split on August 25, 1999.
NOTE B - CHANGE IN ACCOUNTING PRINCIPLE
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements. This bulletin
provides guidance on revenue recognition matters and, in accordance therewith,
the Company changed its method of recognizing sales effective January 1, 2000.
Under the new method, revenue from merchandise sales is recognized upon delivery
to the customer. Previously, the Company recognized revenue for sales of
merchandise when certain criteria were met, such as receipt of full payment,
credit approval for charge sales and merchandise in stock. These conditions were
typically met at the point of sale. The Company changed its method of revenue
recognition on January 1, 2000. Accordingly, it is impractical to determine
income utilizing the billed method for 2000. Revenues recognized in the first
quarter of 2000 that were included in undelivered sales at December 31, 1999,
aggregated approximately $19,000,000. The cumulative effect of the accounting
change decreased net income by $3,356,000 and was recorded in the three months
period ended March 31, 2000. The pro forma amounts shown below have been
adjusted assuming that the change in the revenue recognition method had occurred
prior to January 1, 1999 (in thousands, except per share data):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30 June 30
------------------------ --------------------------
Proforma Proforma Proforma
2000 1999 2000 1999
------------------------ ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 5,783 $ 4,934 $ 12,292 $ 10,369
Basic earnings per share $ 0.28 $ 0.22 $ 0.59 $ 0.46
Diluted earnings per share $ 0.28 $ 0.21 $ 0.58 $ 0.45
</TABLE>
6
<PAGE>
HAVERTY FURNITURE COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE C - INTERIM LIFO CALCULATIONS
An actual valuation of inventory under the LIFO method can be made only at the
end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Since these are
affected by factors beyond management's control, interim results are subject to
the final year-end LIFO inventory valuation.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
Certain statements we make in this report, and other written or oral statements
made by or on behalf of the Company, may constitute "forward-looking statements"
within the meaning of the federal securities laws. Examples of such statements
in this report include descriptions of our plans with respect to new store
openings and relocations, our plans to enter new markets and expectations
relating to our continuing growth. These statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from the
company's historical experience and its present expectations or projections.
Management believes that these forward-looking statements are reasonable;
however, you should not place undue reliance on such statements. Such statements
speak only as of the date they are made and we undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result of
future events, new information or otherwise. The following are some of the
factors that could cause the Company's actual results to differ materially from
the expected results described in the Company's forward-looking statements; the
ability to maintain favorable arrangements and relationships with key suppliers
(including domestic and international sourcing); conditions affecting the
availability and affordability of retail real estate sites; the ability to
attract, train and retain highly qualified associates to staff corporate
positions, existing and new stores and distribution facilities; general economic
and financial market conditions, which affect consumer confidence and the
spending environment for big ticket items; competition in the retail furniture
industry, changes in laws and regulations, including changes in accounting
standards, tax statutes or regulations.
CHANGE IN ACCOUNTING PRINCIPLE
The Company changed its accounting method for recognizing revenues on January 1,
2000, and is now recording merchandise sales upon delivery to the customer.
Historically, sales were recognized and "billed" prior to delivery when certain
criteria were met, such as receipt of full payment, credit approval for charge
sales and merchandise in stock. The change is consistent with new guidance on
revenue recognition provided by the Securities and Exchange Commission Staff
Accounting Bulletin No. 101 - Revenue Recognition in Financial Statements. The
implementation of this change was accounted for as a change in accounting
principle and applied cumulatively as if the change occurred at January 1, 2000.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Continued)
The following table outlines the results for the second quarter and the six
months ended June 30, 2000, 1999, and 1999 pro forma results, assuming that the
change in the revenue recognition method had occurred prior to January 1, 1999
(in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
--------------------------------------- ----------------------------------------
Pro forma Pro forma
2000 1999 1999 2000 1999 1999
----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 164,413 $ 142,239 $ 141,794 $ 328,154 $ 292,020 $ 287,352
Cost of goods sold 86,943 75,237 74,993 172,056 154,210 151,658
----------- ----------- ----------- ----------- ------------ ------------
Gross profit 77,470 67,002 66,801 156,098 137,810 135,694
Credit service charges 3,194 3,834 3,834 6,564 7,814 7,814
----------- ----------- ----------- ----------- ------------ ------------
Gross profit and other revenue 80,664 70,836 70,635 162,662 145,624 143,508
Expenses:
Selling, general and administrative 67,509 59,292 59,148 135,525 119,892 119,168
Interest 3,061 2,963 2,963 5,926 6,023 6,023
Provision for doubtful accounts 888 830 830 1,821 2,200 2,200
Other expense (income), net 99 (14) (14) 33 (85) (85)
----------- ----------- ----------- ----------- ------------ ------------
Total expenses 71,557 63,071 62,927 143,305 128,030 127,306
----------- ----------- ----------- ----------- ------------ ------------
Income before income taxes
and cumulative effect of a change
in accounting principle 9,107 7,765 7,708 19,357 17,594 16,202
Income taxes 3,324 2,795 2,774 7,065 6,334 5,833
----------- ----------- ----------- ----------- ------------ ------------
Income before cumulative effect of a
Change in accounting principle $ 5,783 $ 4,970 $ 4,934 $ 12,292 $ 11,260 $ 10,369
Cumulative effect on prior years
(to December 31, 1999) of changing to a
different revenue recognition method -- -- -- (3,356) -- --
----------- ----------- ----------- ----------- ------------ ------------
Net income $ 5,783 $ 4,970 $ 4,934 $ 8,936 $ 11,260 $ 10,369
=========== =========== =========== =========== ============ =============
</TABLE>
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Continued)
RESULTS OF OPERATIONS
Net sales for the second quarter and six months ended June 30, 2000 increased
16.0% and 14.2% over the pro forma sales for the same periods for 1999,
respectively. It is not practical for the Company to compute comparable-store
sales utilizing the new delivered basis of revenue recognition. Calculated on
the billed basis, comparable-store sales increased 9.6% for both the second
quarter and six months period. The Company's two largest markets, Dallas and
Atlanta, and its Florida and Texas regions continued to experience the strongest
comparable-store sales increases. A store's results are included in the
comparable-store sales computation beginning with the one-year anniversary of
its opening, expansion, or the date when it was otherwise non-comparable.
Management believes that the sales increases are attributable to the economic
strength of its target customer and the Company's focus on brand name products
and effective merchandising in its stores.
Gross profit, as a percent of net sales, was 47.1% for the second quarter of
2000 which was unchanged as compared to the pro forma amount in the 1999
period and 47.6% compared to 47.2% for the six months ended June 30, 2000 and
1999, respectively. Inventory close out sales had been lower than normal in
the first quarter of 2000 and margins in the second quarter reflected
increases in this activity. Management anticipates that margins will improve
from the second quarter level in the typically stronger second half of the year.
Second quarter credit service charge revenues decreased to 1.9% of net sales
from 2.7% on a pro forma basis in the prior year period and to 2.0% from 2.7%
for the six months ended June 30, 2000 and 1999, respectively. This reduction is
due to a lower average outstanding accounts receivable portfolio and to a shift
toward more consumer usage of the "12 month no interest with 12 equal payments"
promotion rather than deferred-payment promotions.
Selling, general and administrative expenses, as a percent of net sales,
decreased to 41.1% from 41.7% for the quarter and to 41.3% from 41.5% for the
six months ended June 30 as compared to the prior year periods on a pro forma
basis. Continued leveraging of fixed costs, particularly administrative and
occupancy costs, have contributed to these improvements. These gains were
partially offset by increases in warehouse and delivery costs as the Company
focuses on shortening the delivery cycle to the customer.
Interest expense decreased as a percent of net sales, to 1.9% from 2.1% and to
1.8% from 2.1%, for the quarter and six months ended June 30, 2000 and 1999 on a
pro forma basis. The Company's effective interest rate was slightly higher at
7.2% for the quarter and six-month period with an increase in average debt
levels of 2.8% for the quarter and a decrease of 2.8% for the six-month period,
respectively, from the year-earlier periods.
The provision for doubtful accounts, as a percentage of net sales, decreased to
0.5% from 0.6% and to 0.6% from 0.8% for the quarter and six months ended June
30, 2000 and 1999 on a pro forma basis. This reduction reflects the continuing
trend of decreased delinquencies and bankruptcies experienced by the Company
over the last two years. These combined factors led to a $150,000 reduction in
the second quarter provision for doubtful accounts as prescribed by the
Company's methodology for calculating the required allowance. Management does
not expect any significant changes in the current consumer credit environment
with respect to its target customers for the remainder of 2000.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Continued)
Other expense, net, of $0.99 million for the quarter ended June 30, 2000, is
primarily related to the Company's real estate. The Company recognized certain
costs related to retail stores approved by management for closure or
replacement. These costs were almost completely offset by the gain from the sale
of the Company's former corporate offices in Atlanta, Georgia.
Diluted earnings per share before the cumulative effect of an accounting change
were $0.28 and $0.21 pro forma for the second quarter and $0.58 and $0.45 pro
forma for the six months ended June 30, 2000, and 1999, on approximately 2.2
million fewer and 1.9 million fewer weighted average diluted shares outstanding,
respectively.
LIQUIDITY AND SOURCES OF CAPITAL
The Company has historically used internally generated funds, bank borrowings
and private placements with institutions to finance its continuing operations
and growth. Net cash provided by operating activities was $1.7 million during
the first six months of 2000. Inventory increased $12.7 million during the first
quarter and an additional $1.1 million during the second quarter. Although
in line with sales increases, the inventory increases are higher than
management's expectations, and a review of those markets which exceeded their
targeted inventory levels is in process. Management expects that inventory
will not increase during the historically stronger second half of the year.
Investing activities used $11.8 million of cash during the six months ended June
30, 2000. Capital expenditures during the period were $16.4 million for new
store construction and renovations that will be completed later in the year as
well as leasehold improvements, equipment and furniture and fixtures associated
with the Company's relocation of its corporate offices.
Financing activities provided $9.5 million of cash during the six months ended
June 30, 2000. Borrowings under the Company's revolving credit facilities
increased $29.8 million. Financing activities also included the use of $11.6
million for the stock repurchase program.
In addition to cash flow from operations, the Company uses bank lines of credit
on an interim basis to finance capital expenditures and repay long-term debt.
Longer-term transactions such as private placements of senior notes,
sale/leasebacks and mortgage financings are used periodically to reduce
short-term borrowings and manage interest-rate risk. The Company pursues a
diversified approach to its financing requirements and balances its overall
capital structure, as determined by the interest rate environment, with
fixed-rate debt and interest rate swap agreements to reduce the impact of
changes in interest rates on its variable rate debt (58.3% of total debt was
fixed or interest rate protected as of June 30, 2000). The Company's average
effective interest rate on all borrowings (excluding capital leases) was 7.0%
at June 30, 2000.
Capital expenditures for the remainder of 2000 are presently expected to include
the construction of two new store locations in existing markets, improvements to
three new leased store locations, the remodeling of two existing stores, and the
expansion and remodeling of one existing store. The preliminary estimate of
capital expenditures in 2000 is approximately $30 million, which also includes a
portion of the construction costs for two new stores which will open in 2001.
Funds available from operations, bank lines of credit and other possible
financing transactions are expected to be adequate to finance the Company's
planned expenditures.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
11
<PAGE>
AND RESULTS OF OPERATIONS
(Continued)
SEASONALITY
Although the Company does not consider its business to be seasonal, sales are
somewhat higher in the second half of the year, particularly in the fourth
quarter.
12
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
During the second quarter, the Company terminated four interest rate swap
agreements, entered into a new agreement, and one agreement matured. At June 30,
2000, the Company had two outstanding agreements, having national amounts of
$30,000,000 and $10,000,000 at rates of 5.57% maturing in 2003 and 5.74%
maturing in 2000, respectively. Under the agreements, the Company makes payments
at fixed rates and receives payments at variable rates which are based on LIBOR,
adjusted quarterly.
13
<PAGE>
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2000 Annual Meeting of Stockholders of the Company was held on April 28,
2000.
At the meeting the following persons were elected by the holders of Common Stock
to serve for a term of one year and until their successors are elected:
Robert R. Woodson
L. Phillip Humann
John T. Glover
Mylle B. Mangum
The number of votes cast "for" or "withheld" was as follows for each of the
above nominees: For = 14,116,920, Withheld = 305,230.
The holders of Class A Common Stock elected the following persons to serve for a
term of one year and until their successors are elected:
Rawson Haverty Clarence H. Smith
John E. Slater, Jr. Rawson Haverty, Jr.
Clarence H. Ridley Frank S. McGaughey, III
Fred J. Bates M. Tony Wilkerson
Lynn H. Johnston
The number of votes cast by the holders of Class A Common Stock was as follows:
Mr. Wilkerson: For = 4,300,362, Withheld = 197,058; for each of the remaining
nominees: For = 4,487,426, Withheld = 9,994.
14
<PAGE>
PART II. OTHER INFORMATION
(Continued)
Item 5. OTHER INFORMATION
As stated in the Company's 2000 Proxy Statement, proposals by stockholders
intended to be presented at the 2001 Annual Meeting must be received at the
office of the Company no later than November 21, 2000, for inclusion in the
Company's Proxy Statement for the 2001 Annual Meeting.
In connection with the Company's Annual Meeting of Shareholders to be held in
2001, if the Company does not receive notice of a matter or proposal to be
considered by February 5, 2001, then the persons appointed by the Board of
Directors to act as the proxies for such Annual Meeting (named in the form of
proxy) will be allowed to use their discretionary voting authority with respect
to any such matter or proposal at the Annual Meeting, if such matter or proposal
is raised at the Annual Meeting.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed with this report.
27 - - Financial Data Schedule.
(b) Reports on Form 8-K.
None.
15
<PAGE>
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.
HAVERTY FURNITURE COMPANIES, INC.
(Registrant)
Date JULY 19, 2000 By: /s/ DENNIS L. FINK
------------------ --------------------------------
Dennis L. Fink,
Executive Vice President and
Chief Financial Officer
(principal financial officer)
By: /s/ DAN C. BRYANT
--------------------------------
Dan C. Bryant,
Vice President and Controller
(principal accounting officer)
By: /s/ JENNY H. PARKER
--------------------------------
Jenny H. Parker,
Vice President,
Secretary and Treasurer
16
